One Unique Focus: Valuation

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1 One Unique Focus: Valuation While FOCUS expertise spans a wide range of industries, our team is comprised of banking groups targeting particular market segments. One unique focus is corporate valuation services. With a combination of analytical expertise and real-life transaction experience, our team brings practical results to your valuation requirements and addresses transactional, tax and accounting needs.

2 FOCUS Delivers Practical Results Representative Valuation Assignments $60 Million Publicly Traded Government Contractor Fairness Opinion on Spin Off of Software Division The Richards Corporation ESOP Fairness Opinion Related to Richards Acquisition by Zodiac Corporation $58 Million Federal IT Contractor Pursuant to Section 409A $110 Million Leveraged Buyout Company Impairment Test and Revaluation of Identifiable Intangible Assets Pursuant to ASC 350 (SFAS 142)

3 A Blue Cross Blue Shield Company Determine Share Exchange Ratio for Merger of Three Health Care Software Firms to Form One Larger Company $135 Million Construction Contracting Company Valuation for ESOP Takeover and Strategic M&A Alternatives Litigation Support Expert Witness in $3.2 Billion M&A Transaction Dispute Involving Pharmaceutical Industry Litigation Support Expert Witness for Economic Damages Calculation in Gaming Industry Dispute

4 $52 Million Media Company (Pursuant to Section 409A) for Private Equity Firm Health Care Services Firm Valuation of $105 Million Target Company for Proposed M&A Transaction Bio Tech Company for Development Stage Bio Tech Firm (Pursuant to Section 409A) Alternative Energy Firm for Strategic Investor Negotiations

5 Meeting Your Valuation Requirements FOCUS Supplies Valuation Reports, Fairness Opinions and Consulting Services Professional distinction in corporate valuation services is one of FOCUS cornerstones and an important complement to the firm s 30 year experience in advising middle-market businesses on merger and acquisitions. FOCUS provides valuation reports, fairness opinions and related consulting services. The related reports often conform to complex FASB, IRS and SEC regulations. Representative valuation engagements include: Executive stock option pricing for private companies pursuant to IRC Section 409A; Private company ESOP valuation; Estate and gift tax filings, involving private company stock; The valuation of acquisition-related intangible assets and impairment tests pursuant to ASC 350 (formerly SFAS142); Litigation-related consulting and expert testimony; Fairness opinions on middle market M&A transactions; and Valuations for private equity or M&A transactions. Clients benefit from the fact that FOCUS is a national firm, with seasoned professionals who inject real life M&A, industry and operational insights into a process that many competitors treat as an academic exercise. Clients include private firms, family-owned enterprises, public companies, private equity funds, law firms and accounting firms, both in the US and abroad. FOCUS Corporate Valuations Service Jeff Hooke, Managing Director Heading FOCUS Corporate Valuation Services is Jeff Hooke, Managing Director. Mr. Hooke, an experienced investment banker, private equity executive and valuation professional, has worked at Lehman Brothers, Schroder Wertheim, the World Bank and Emerging Markets Partnership, a $5 billion private equity fund. A veteran of over 100 corporate transactions, Mr. Hooke is a nationally recognized valuation expert, having authored four books on M&A, valuation and finance. A portion of his valuation book is required reading for the global Certified Financial Analyst (CFA) program. Mr. Hooke is quoted regularly in the media on valuation and related topics. He is based in the Washington, DC headquarters.

6 About FOCUS LLC FOCUS LLC provides a range of middle market investment banking services with an emphasis on mergers, acquisitions, divestitures and corporate finance. FOCUS is headquartered in Washington, D.C. with additional offices nationwide. Throughout the U.S. and worldwide, FOCUS specializes in middle market transaction, serving entrepreneurs, corporate owners and various types of investors across a broad range of industries. FOCUS bankers are seasoned operating and financial executives with extensive transaction experience. FOCUS LLC th Street, NW Suite 200 Washington, DC (202) (202) fax

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